Common use of General Transfer Restrictions Clause in Contracts

General Transfer Restrictions. (i) No Holder may Transfer its Common Shares prior to the earlier of (A) the date that is 30 months after the Merger Closing Date (such 30-month period, the “Restricted Period”) and (B) the consummation of a Qualified Public Offering, except for (x) Permitted Transfers and (y) Transfers of Common Shares made in connection with a Qualified Public Offering. Notwithstanding the foregoing, no Management Holder may Transfer its Common Shares except in connection with a Public Sale or a Transfer of such Common Shares pursuant to Section 4(d) or Section 4(e) of this Agreement. (ii) For so long as any Principal Stockholder’s Proportionate Percentage is at least 5%, without prior written approval of such Principal Stockholder, no Holder may Transfer any of its Common Shares to any Person if such Person or any Affiliate of such Person is engaged, directly or indirectly, in the banking, securities, insurance or lending business from which they derive aggregate annual revenues in Puerto Rico in excess of $50 million unless none of them have a physical presence in Puerto Rico which is used to conduct any such business (other than Transfers of Common Shares to Popular, Apollo’s Ultimate Parent Entity or any of their respective Controlled Affiliates). (iii) Notwithstanding anything to the contrary set forth in this Agreement, no Transfer of Common Shares shall become effective and the Company shall not recognize any such Transfer (A) unless such Transfer complies with the provisions of this Section 4, and (B) except in the case of a Transfer of Common Shares made pursuant to a Public Sale, until the Transferee (unless already party to this Agreement) executes and delivers to each party to this Agreement an Adoption Agreement. Subject to Section 10, upon such Transfer and such execution and delivery of such Adoption Agreement, the Transferee shall be bound by, and entitled to the benefits of, this Agreement with respect to the Transferred Common Shares. Any Transfer of Common Shares in violation of this Section 4 shall be void ab initio.

General Transfer Restrictions. (i) No Holder may Transfer its Common Shares prior to the earlier of (A) the date that is 30 months after the Merger Closing Date date of this Agreement (such 30-month period, the “Restricted Period”) and (B) the consummation of a Qualified Public Offering, except for (x) Permitted Transfers and (y) Transfers of Common Shares made in connection with a Qualified Public Offering. Notwithstanding the foregoing, no Management Holder may Transfer its Common Shares except in connection with a Public Sale or a Transfer of such Common Shares pursuant to Section 4(d) or Section 4(e) of this Agreement. (ii) For so long as any Principal Stockholder’s Proportionate Percentage is at least 5%, without prior written approval of such Principal Stockholder, no Holder may Transfer any of its Common Shares to any Person if such Person or any Affiliate of such Person is engaged, directly or indirectly, in the banking, securities, insurance or lending business from which they derive aggregate annual revenues in Puerto Rico in excess of $50 million unless none of them have a physical presence in Puerto Rico which is used to conduct any such business (other than Transfers of Common Shares to Popular, Apollo’s Ultimate Parent Entity or any of their respective Controlled Affiliates). (iii) Notwithstanding anything to the contrary set forth in this Agreement, no Transfer of Common Shares shall become effective and the Company shall not recognize any such Transfer (A) unless such Transfer complies with the provisions of this Section 4, and (B) except in the case of a Transfer of Common Shares made pursuant to a Public Sale, until the Transferee (unless already party to this Agreement) executes and delivers to each party to this Agreement an Adoption Agreement. Subject to Section 10, upon such Transfer and such execution and delivery of such Adoption Agreement, the Transferee shall be bound by, and entitled to the benefits of, this Agreement with respect to the Transferred Common Shares. Any Transfer of Common Shares in violation of this Section 4 shall be void ab initio.

General Transfer Restrictions. (i) No Holder may Partner shall Transfer its Common Shares prior to the earlier of (A) the date that is 30 months after the Merger Closing Date (such 30-month period, the “Restricted Period”) and (B) the consummation of a Qualified Public Offering, except for (x) Permitted Transfers and (y) Transfers of Common Shares made any interest in connection with a Qualified Public Offering. Notwithstanding the foregoing, no Management Holder may Transfer its Common Shares any Units except in connection accordance with this Article IX. The Xxxxxxx Investor shall not Transfer any interest in any Common Units in a Public Sale single transaction or a Transfer series of such Common Shares pursuant to Section 4(d) or Section 4(e) of this Agreement. (ii) For so long as any Principal Stockholder’s Proportionate Percentage is at least 5%, related transactions without the prior written approval consent of such Principal Stockholderthe Institutional Investor, no Holder may Transfer any of its Common Shares to any Person if such Person or any Affiliate of such Person is engaged, directly or indirectly, in the banking, securities, insurance or lending business from which they derive aggregate annual revenues in Puerto Rico in excess of $50 million unless none of them have a physical presence in Puerto Rico which is used to conduct any such business (other than Transfers of Common Shares to PopularPermitted Transferees (provided, Apollo’s Ultimate Parent Entity or any of their respective Controlled Affiliates). (iii) Notwithstanding anything to the contrary set forth in this Agreement, no Transfer of Common Shares shall become effective and the Company shall not recognize any such Transfer (A) unless such Transfer complies with the provisions of this Section 4, and (B) except that in the case of a Transfer of Common Shares made Units to a Permitted Transferee that is not already a party hereto, such Permitted Transferee agrees in writing to be bound by this Agreement). None of the Institutional Investor, the Intrepid Investor or any other Preferred Partner shall Transfer (other than to a Permitted Transferee) any interest in any Preferred Units in a single transaction or series of related transactions without (i) in the case of a Transfer by the Intrepid Investor prior to the second anniversary of the Effective Date, the prior written consent of the Institutional Investor and (ii) in the case of all other Transfers, the prior written consent of the Xxxxxxx Investor (which such consent shall not be unreasonably withheld, conditioned or delayed), except that prior to the occurrence of an Investor Redemption Event the Xxxxxxx Investor may withhold its consent in its sole discretion to any proposed transfer as a result of which the Institutional Investor and its Permitted Transferees would own less than fifty percent (50%) of the then-outstanding Preferred Units; provided, however, that (i) during the period that commences upon the occurrence of an Investor Redemption Event and ends when the event giving rise to the Investor Redemption Event has been cured, any of the Institutional Investor and any of its Permitted Transferees or the Intrepid Investor and any of its Permitted Transferees may Transfer any interest in any Preferred Units without the consent of the non-transferring Partners (including the Xxxxxxx Investor) or the General Partner, and (ii) any sale(s) and transfer(s) by the Intrepid Investor and its Permitted Transferee(s), if any, to the Institutional Investor pursuant to a Public Sale, until Section 3.1(c)(i) shall not require the Transferee (unless already party to this Agreement) executes and delivers to each party to this Agreement an Adoption Agreementprior approval of the Xxxxxxx Investor. Subject to Section 1014.3, upon any Transfers by a Limited Partner, other than to Permitted Transferees and except as set forth in the immediately preceding sentence, shall require the prior approval of the non-transferring Partners, provided that (A) the Institutional Investor or any of its Permitted Transferees may Transfer any Preferred Units if such Transfer has been approved by the Xxxxxxx Investor even if not approved by any other non-transferring Partners and (B) the Xxxxxxx Investor or any of its Permitted Transferees may Transfer any Common Units if such execution and delivery of such Adoption Agreement, Transfer has been approved by the Transferee shall be bound by, and entitled to the benefits of, this Agreement with respect to the Transferred Common Shares. Any Transfer of Common Shares in violation of this Section 4 shall be void ab initioInstitutional Investor even if not approved by any other non-transferring Partners.

General Transfer Restrictions. (i) No Holder may Transfer its Common Shares prior to the earlier of (A) the date that is 30 months after the Merger Closing Date date of this Agreement (such 30-month period, the “Restricted Period”) and (B) the consummation of a Qualified Public Offering, except for (x) Permitted Transfers and (y) Transfers of Common Shares made in connection with a Qualified Public Offering. Notwithstanding the foregoing, no Management Holder may Transfer its Common Shares except in connection with a Public Sale or a Transfer of such Common Shares pursuant to Section 4(d) or Section 4(e) of this Agreement. (ii) For so long as any Principal Stockholder’s Proportionate Percentage is at least 5%, without prior written approval of such Principal Stockholder, no Holder may Transfer any of its Common Shares to any Person if such Person or any Affiliate of such Person is engaged, directly or indirectly, in the banking, securities, insurance or lending business from which they derive aggregate annual revenues in Puerto Rico in excess of $50 million unless none of them have a physical presence in Puerto Rico which is used to conduct any such business (other than Transfers of Common Shares to Popular, Apollo’s Ultimate Parent Entity or any of their respective Controlled [Controlled] Affiliates). (iii) Notwithstanding anything to the contrary set forth in this Agreement, no Transfer of Common Shares shall become effective and the Company shall not recognize any such Transfer (A) unless such Transfer complies with the provisions of this Section 4, and (B) except in the case of a Transfer of Common Shares made pursuant to a Public Sale, until the Transferee (unless already party to this Agreement) executes and delivers to each party to this Agreement an Adoption Agreement. Subject to Section 10, upon such Transfer and such execution and delivery of such Adoption Agreement, the Transferee shall be bound by, and entitled to the benefits of, this Agreement with respect to the Transferred Common Shares. Any Transfer of Common Shares in violation of this Section 4 shall be void ab initio.

General Transfer Restrictions. (a) No Juniper Party shall, either individually or acting together with any other Juniper Party: (i) No Holder may Knowingly Transfer its Common any Subject Shares prior to the earlier of any Person or Group who is an Activist (A) the date that is 30 months after the Merger Closing Date (such 30-month periodeach, the a “Restricted PeriodProhibited Transferee”) and (B) the consummation of a Qualified Public Offering, except for (x) Permitted Transfers and (y) Transfers of Common Shares made in connection with a Qualified Public Offering. Notwithstanding the foregoing, no Management Holder may Transfer its Common Shares except in connection with a Public Sale or a Transfer of such Common Shares pursuant to Section 4(d) or Section 4(e) of this Agreement.); or (ii) For so long as any Principal Stockholder’s Proportionate Percentage is at least 5%, without prior written approval of such Principal Stockholder, no Holder may Knowingly Transfer any of its Common Subject Shares to any Person if or Group who, after giving effect to such Transfer and to the Transferring Juniper Party’s knowledge, would own 10% or more of the outstanding Common Shares (excluding any such Person or Group who acquires such Subject Securities in any Affiliate block trade in which a broker-dealer serves as a bona fide financial intermediary); provided, however, notwithstanding the restrictions set forth in Section 3 above, the Subject Shares may be Transferred in connection with the commencement of any tender offer or exchange offer, take-over bid, or the Company’s entry into a definitive agreement with respect to a merger, arrangement, consolidation or other similar transaction, in each case which tender offer, exchange offer, take-over bid or definitive agreement has been approved or recommended by the Board or a committee thereof provided that such Transfer is subject to or conditioned upon the completion thereof. Notwithstanding anything in this Agreement to the contrary, this Section 4(a) shall not apply to (A) any Transfer effected through an Underwritten Offering, Block Trade or Other Coordinated Offering pursuant to an exercise of the registration rights pursuant to Section 5, or (B) any Transfer effected through an open market transaction, block trade (other than a Block Trade) or brokerage sale conducted through a market maker or broker. For the purposes of determining “knowledge” for purposes of Section 4(a)(ii), excluding any Transfers contemplated by the immediately preceding sentence, the Transferring Juniper Party shall not be required to undertake any inquiry other than reviewing (or causing the applicable Juniper Party’s legal counsel to review) filings made by the prospective purchaser on the Commission’s EXXXX system or the SEDAR system in order to determine whether or not such purchaser Beneficially Owns 10% or more of the outstanding Common Shares. (b) Any attempt to Transfer any Subject Shares in violation of the terms of this Agreement shall be null and void ab initio and no right, title or interest therein or thereto shall be Transferred to the purported Transferee. The Company will not give, and will not permit the Company’s transfer agent to give, any effect to such attempted Transfer on its records. (c) The Subject Shares held by a Shareholder, whether represented by certificates or in book-entry form, will bear a legend in substantially the following form: “The securities represented by this certificate have not been registered under the United States Securities Act of 1933, as amended (the “Act”), or applicable state securities Laws and the holder of such Person is engagedsecurities may not, directly or indirectly, sell, offer or agree to sell such securities, or otherwise transfer, directly or indirectly, or loan or pledge, through swap or hedging transactions (or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of such securities even if such securities would be disposed of by someone other than such holder thereof) such securities (“Transfer”) other than in accordance with the terms and conditions of the Investor and Registration Rights Agreement, dated as of February 27, 2023, as it may be amended from time to time by and among Baytex Energy Corp. (the “Company”) and the entities party thereto (the “IRRA”). A copy of the IRRA Agreement is available upon request from the Company.” (d) The restrictive legends on any Subject Shares, including the legend in Section 4(c), shall be removed if (i) such Subject Shares are sold pursuant to an effective Registration Statement, (ii) (A) a Registration Statement covering the resale of such Subject Shares is effective under the Securities Act and the applicable Shareholder delivers to the Company a representation letter (substantially in the bankingform attached as Exhibit B, securitieswith such changes and modifications as any broker may reasonably request) agreeing that such Subject Shares will be sold under such effective Registration Statement, insurance pursuant to Rule 144 or lending business pursuant to an exemption from which they derive aggregate annual revenues registration under the Securities Act (subject to the transferee agreeing to similar restrictions) or (B) six months after the date of this Agreement, and in Puerto Rico accordance with the requirements set forth in excess the Merger Agreement, such Shareholder has held such shares for at least six months and is not, and has not been in the preceding three months, an Affiliate of $50 million unless none of them have a physical presence the Company (as defined in Puerto Rico which is used Rule 144), and such Shareholder provides to conduct the Company any other information and undertakings the Company deems reasonably necessary to deliver to the transfer agent an instruction to so remove such business (other than Transfers of Common Shares to Popularlegend, Apollo’s Ultimate Parent Entity or any of their respective Controlled Affiliates). (iii) Notwithstanding anything to if such Subject Shares may be sold by the contrary set forth in this Agreement, no Transfer holder thereof free of Common Shares shall become effective and the Company shall not recognize any such Transfer (A) unless such Transfer complies with the provisions of this Section 4, and (B) except in the case of a Transfer of Common Shares made restrictions pursuant to a Public SaleRule 144(b) under the Securities Act, until or (iv) such Subject Shares are being sold, assigned or otherwise transferred pursuant to Rule 144 under the Transferee (unless already party to this Agreement) executes and delivers to each party to this Agreement an Adoption Agreement. Subject to Section 10Securities Act; provided, upon such Transfer and such execution and delivery of such Adoption Agreement, the Transferee shall be bound by, and entitled to the benefits of, this Agreement that with respect to clause (iii) or (iv) above, the Transferred Common Shares. Any Transfer holder of such Common Shares in violation has provided all necessary documentation and evidence (which may include an opinion of counsel) as may reasonably be required by the Company to confirm that the legend may be removed under applicable securities Law. The Company shall cooperate with the applicable Shareholder of Subject Shares to effect removal of the legends on such shares pursuant to this Section 4 4(d) as soon as reasonably practicable after delivery of notice from such Holder that the conditions to removal are satisfied (together with any documentation required to be delivered by such Shareholder pursuant to the immediately preceding sentence). The Company shall be void ab initiobear all costs and expenses associated with the removal of a legend pursuant to this Section 4(d).

General Transfer Restrictions. (a) Until the Sunset Date, without the prior written approval of a majority of the Disinterested Directors, no Xxxxxxxx Party shall, either individually or acting together with any other Xxxxxxxx Parties: (i) No Holder may Knowingly Transfer its Common any Subject Shares prior to the earlier of any Person or Group who is listed on Exhibit B (A) the date that is 30 months after the Merger Closing Date (such 30-month periodeach, the a “Restricted PeriodProhibited Transferee”) and (B) the consummation of a Qualified Public Offering, except for (x) Permitted Transfers and (y) Transfers of Common Shares made in connection with a Qualified Public Offering. Notwithstanding the foregoing, no Management Holder may Transfer its Common Shares except in connection with a Public Sale or a Transfer of such Common Shares pursuant to Section 4(d) or Section 4(e) of this Agreement.); or (ii) For so long as any Principal Stockholder’s Proportionate Percentage is at least 5%, without prior written approval of such Principal Stockholder, no Holder may Transfer any of its Common Subject Shares to any Person if or Group who, after giving effect to such Person Transfer and to the Transferring Xxxxxxxx Party’s knowledge, would own 5% or any Affiliate more of such Person is engaged, directly or indirectly, in the banking, securities, insurance or lending business from which they derive aggregate annual revenues in Puerto Rico in excess outstanding shares of $50 million unless none of them have a physical presence in Puerto Rico which is used to conduct any such business Common Stock (other than Transfers any Person or Group entitled to file a Schedule 13G pursuant to Rule 13d-1(b)(1) under the Exchange Act); provided, however, the Subject Shares may be Transferred in connection with the commencement of Common Shares any tender offer or exchange offer or the Company’s entry into a definitive agreement with respect to Populara merger, Apollo’s Ultimate Parent Entity consolidation or any of their respective Controlled Affiliates). (iii) other similar transaction, which tender offer, exchange offer or definitive agreement has been approved or recommended by the Board or a committee thereof. Notwithstanding anything in this Agreement to the contrary set forth in contrary, this Agreement, no Transfer of Common Shares shall become effective and the Company Section 4(a) shall not recognize any such Transfer apply to (A) unless such Transfer complies with the provisions of this Section 4any Permitted Transfer, and (B) except in the case of a any Transfer of Common Shares made effected through an Underwritten Offering, Block Trade or Other Coordinated Offering pursuant to an exercise of the registration rights pursuant to Article 5 so long as the Xxxxxxxx Parties effecting any such Transfers shall instruct the managing underwriter(s) of any such Underwritten Offering or the distribution agent of any such Block Trade or Other Coordinated Offering to exclude (as potential purchasers) Prohibited Transferees from such Underwritten Offering, Block Trade or Other Coordinated Offering, or (C) any Transfer effected through an open market transaction, block trade (other than a Public Sale, until Block Trade) or brokerage sale conducted through a market maker or broker. For the Transferee (unless already party to this Agreement) executes and delivers to each party to this Agreement an Adoption Agreement. Subject to Section 10, upon such Transfer and such execution and delivery purposes of such Adoption Agreement, the Transferee shall be bound by, and entitled to the benefits of, this Agreement with respect to the Transferred Common Shares. Any Transfer of Common Shares in violation of this Section 4 shall be void ab initio.determining